This study is concerned with the Administration of Philip III of Spain and suggests that it was with that Administration rather than with the Duke of Lerma that real power lay. Lerma himself is seen as a courtier, concerned to enrich himself and his family and quite unconcerned with affairs of state - save where they impinged upon his own cupidity or upon his relationship with the King. It is therefore argued that he had no faction and hardly any interest in policymaking. The councils themselves are seen as being composed of independent, properly professional men, and the study is particularly concerned to analyse the councils of State, War and Finance; attendance registers for these councils are used here. Philip himself is described as a man at once reliant personally upon the superficially brilliant Lerma and also, and more profoundly, as a man who needed and valued enormously the advice of his councils. He separated Court and Government, relaxing with Lerma while leaving the business of government to the councils. Such policy as he had beyond this is generally described as being belligerent.